Vision Values Holdings Ltd. — AGM Information 2016

Oct 5, 2016

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VISION VALUES HOLDINGS LIMITED

遠 見 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Vision Values Holdings Limited (the ‘‘Company’’) will be held at 22nd Floor, United Centre, 95 Queensway, Hong Kong on Tuesday, 15 November 2016 at 11:00 a.m. to transact the following ordinary business:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 30 June 2016;

2. (a) To re-elect Mr. Ho Hau Chong, Norman as executive director;

   • (b) To re-elect Mr. Lee Kee Wai, Frank as independent non-executive director; and

   • (c) To authorise the board of directors to fix the directors’ remuneration;

3. To re-appoint Messrs. PricewaterhouseCoopers as independent auditor and to authorise the board of directors to fix its remuneration;

and, by way of special business to consider and, if thought fit, pass with or without modification, of which resolutions numbered 4, 5 and 6 will be proposed as ordinary resolutions, and resolution numbered 7 will be proposed as special resolution:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) subject to the following provisions of this resolution, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

• (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).’’

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5. ‘‘THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (‘‘Recognised Stock Exchange’’), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange and the articles of association of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the shares in the capital of the Company in issue as at the date of passing this resolution; and

• (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earliest of:

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

  • (3) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

1. ‘‘THAT subject to the passing of resolutions numbered 4 and 5 as set out in the notice convening this meeting (the ‘‘Notice’’), the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 4 set out in the Notice be and is hereby extended by the addition to it of an amount representing the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 5 set out in the Notice.’’

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SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon: (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the ‘‘Court’’); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction; (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Law (as revised) of the Cayman Islands with respect to the Capital Reduction; and (iv) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reduction, with effect from the date on which these conditions are satisfied (the ‘‘Effective Date’’):

   • (a) The capital of the Company be reduced as follows (the ‘‘Capital Reduction’’):

     • (i) the issued share capital of the Company be reduced by the cancellation of HK$0.09 paid up capital on each of the shares in the capital of the Company in issue on the Effective Date, so that each such issued share shall become one fully paid up share of par value HK$0.01 in the capital of the Company (the ‘‘New Shares’’); and

     • (ii) the par value of each of the remaining authorised but unissued shares in the capital of the Company as at the Effective Date be reduced from HK$0.10 to HK$0.01 by way of: (x) the subdivision of each such authorised but unissued share of par value HK$0.10 into ten (10) authorised but unissued shares of par value HK$0.01 each; and (y) immediately thereafter, the cancellation of nine (9) out of every ten (10) of such resulting authorised but unissued shares of HK$0.01 each (such that authorised share capital of the Company shall become HK$200,000,000.00 divided into 20,000,000,000 shares of par value HK$0.01 each in the capital of the Company);

   • (b) the Directors be and are hereby authorised to apply the credit arising from the Capital Reduction to set off against the accumulated losses of the Company as at the Effective Date, thereby reducing the accumulated losses of the Company, and the balance (if any) be transferred to the share premium account of the Company which may be applied as a distributable reserve in accordance with the memorandum and articles of association of the Company and all applicable laws and rules including the Listing Rules and as the Board considers appropriate;

   • (c) all of the New Shares resulting from the Capital Reduction shall rank pari passu in all respect with each other within the same class and have the same rights and be subject to the restrictions in respect of the ordinary shares contained in the articles of association of the Company; and

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• (d) the Directors be and are hereby generally authorised for and on behalf of the Company to do all such acts and things, including but not limited to execution of all documents, which the Directors deem necessary, appropriate or desirable or expedient to complete, implement and give effect to any matters relating to or in connection with the Capital Reduction.’’

By Order of the Board Vision Values Holdings Limited Tang Chi Kei Company Secretary

Hong Kong, 6 October 2016

Registered office: Head office and principal place of P.O. Box 10008 business in Hong Kong: Willow House, Cricket Square Units 902–03, 9/F Grand Cayman KY1-1001 Shui Hing Centre Cayman Islands 13 Sheung Yuet Road Kowloon Bay Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

4. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

5. In accordance with the articles of association of the Company, Mr. Ho Hau Chong, Norman and Mr. Lee Kee Wai, Frank will retire at the meeting and being eligible, offer themselves for re-election. Details of the directors seeking for re-election have been set out in the circular of the Company dated 6 October 2016.

As at the date of this notice, the Board comprises two executive Directors namely Mr. Lo Lin Shing, Simon and Mr. Ho Hau Chong, Norman and three independent non-executive Directors namely Mr. Tsui Hing Chuen, William JP, Mr. Lau Wai Piu and Mr. Lee Kee Wai, Frank.

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